Incumbency Certificate

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An incumbency certificate is used to create a legal document that lists a company’s signers and leaders and their duties. The incumbency certificate template is used to show that everyone follows corporate and legal norms. The primary goal is to provide a clear and complete list of the company’s authorized staff for legal and commercial purposes. Lawrina offers a free sample incumbency certificate that you can easily download and use as is or make minor adjustments if needed.
Paper titled "Incumbency Certificate"; business man and business lady talking; desk with a computer, keyboard, and paper; man talking on a phone

The incumbency certificate template is used to create a legal document that lists a company’s signers and leaders. Also included are the company’s name, location, and origins. The certificate of incumbency lists contemporary business executives and their duties and names those authorized to sign business documents.

The incumbency certificate template is used to show that everyone follows corporate and legal norms. The primary goal is to provide a clear and complete list of the company’s authorized staff for legal and commercial purposes. Lawrina offers a free sample incumbency certificate that you can easily download and use as is or make minor adjustments if needed.

Parties of an Incumbency Certificate

Each party involved is essential for the incumbency certificate to be given out and used. The certificate is genuine and can be checked because the company or organization that made it guarantees that it is correct. The issuing company is a party to the incumbency certificate. It issues the certificate, which must accurately reflect its current officials and authorized signatures.

The receiver or controlling authority is the other party. This party needs the incumbency certificate to verify the issuing company’s authorized individuals. The company may contact a bank, financial institution, government agency, business partner, or other entity as part of a regulatory process. The certificate encourages openness and trust between the organization that gave the certificate and the person who has it. This document is essential for doing business and meeting legal requirements.

  1. Issuing company/organization: The incumbency certificate is issued on behalf of the company or organization. It must tell the truth about its current officials, specifically who has permission to sign documents for the organization. The organization ensures that the certificate has correct and up-to-date information about the people it authorizes.
  2. Recipient: Whoever requests the incumbency certificate is the intended recipient. Any organization that must confirm the identities of the company’s executives and authorized signatories will consult the certificate for proof.

Key Terms

The following terms are used in the incumbency certificate to comply with the corporate governance system:

  • Incumbency certificate: This is a legal record that specifies the current leaders and signatories for a company.
  • Company/organization name: The full, official name of the business or group for which the incumbency certificate is made.
  • State jurisdiction: Companies and other groups in the United States are guided by a mix of federal law and state law. On the incumbency certificate, include the name of the state where the company was founded and/or where it does business.
  • Secretary of state: One who works for a state government and oversees corporate filings, such as company registration and certificate issuing.
  • Authorized signatories: Representatives of an organization who are authorized to act legally on its behalf by signing contracts, agreements, and other formal papers. The certificate lists their names and their official capacities.
  • Officers: The company’s officers include the president, chief executive officer (CEO), secretary, and treasurer. The incumbency certificate lists the current firm officials and directors.
  • Registered address: The location where formal paperwork for the organization will be submitted.
  • Corporate bylaws: The set of policies and procedures used internally to run a business. Shareholder meetings, director duties, voting rights, and other corporate issues are all spelled out in the company’s bylaws.
  • Legal requirements: These are the rules and laws that an organization must follow to run its business legally. According to these rules, the approved signatories can do several things.

Who Signs an Incumbency Certificate?

The one who signs an incumbency certificate depends on what the receiver or authority needs and what the company’s internal rules and bylaws state. However, most of the time, the following people can sign the letter of incumbency:

  • CEO/President: The incumbency certificate is a document that is typically signed by important people in the company (e.g., the CEO or president). These are the top leaders of the company and manage or oversee all operations.
  • Secretary: The company secretary is the person responsible for making sure the business follows the law.
  • CFO or Treasurer: The one who manages financial affairs may be required to sign legal papers.
  • General Counsel: The company’s legal adviser is allowed to look over and sign business papers like the incumbency certificate.
Insight

The buyer or person in charge may have rules about who can sign a certificate. Look at the company’s rules, internal processes, and client or governing body directions to find out who should sign an incumbency certificate.

What Is a Secretary’s Certificate?

“Secretary’s certificate” refers to the verification part of an incumbency certificate. The firm or organization leader usually signs this. The secretary’s certificate template often states the following:

  • The information on the incumbency certificate is accurate and exact, as confirmed by the secretary’s certificate, which is based on the company’s data.

  • The person giving the certificate is authorized to do so on behalf of the company or group.

  • The incumbency certificate has been reviewed and deemed to be compatible with the company’s formal documents (e.g., resolutions, meeting minutes, and bylaws).

  • According to the company’s records, the current officers’ names, roles, and approved signatures mentioned in the incumbency certificate are correct.

What Is Included in an Incumbency Certificate?

An incumbency certificate lists the people who are in the top positions of a company and what their jobs are. This list confirms that the people on it have permission to make decisions for the company. Usually, the following information is given in the certificate of incumbency: 

  • The company or organization’s name and any other names or nicknames associated with the same organization; 
  • The place where the business was started and its address;
  • A list of the names and titles of the president, chief executive officer, secretary, and treasurer;
  • When the current leaders and approved signatories started their roles and how long they have had permission to act on behalf of the company;
  • A statement indicating that the personnel listed are authorized to represent the business bylaws and legislation;
  • Signature of a corporate secretary or someone else who is authorized by the company. The document might also have a stamp or seal from the company. 

Can a Company Require a Certificate of Incumbency?

A company may request an incumbency certificate if it becomes necessary. The document serves as a way to verify that the leaders and authorized signers on official papers are who they say they are.

In many business settings, a certificate of incumbency is required. Banks and other financial institutions may first need this data when a company creates a bank account or engages in other financial operations. The certificate demonstrates to the bank which workers have the legal right to represent the company.

To confirm the legitimacy of a company’s authorized members, those in positions of authority may ask for an incumbency certificate. It might be one way to make sure a business is operating lawfully. Business partners and prospective customers often request an incumbency certificate to verify that they are working with an organization’s authorized representative. When two companies establish a working relationship via a contract or other arrangement, the certificate will encourage an increase in mutual trust and transparency.

In high-stakes scenarios, including transactions and legal proceedings, a certificate of incumbency form shows that the company’s signers and executives are legitimate.

The Validity of a Certificate of Incumbency

In the US, incumbency certificates usually don’t have a specific end date. The certificate must meet the following guidelines:

  • First, make sure that the company is giving out accurate data. Update the authorized signatories on the certificate.

  • Before creating the certificate, think about who is going to use it.

  • Be sure to include the validity date.

Consider asking a corporate law and compliance attorney if you need clarification about the legitimacy of an incumbency certificate. He or she may be able to aid in ways that fit your business’s location, industry, and more.

How To Write an Incumbency Certificate?

With the following steps, the incumbency certificate will appropriately list the directors, officers, and shareholders of the business or group.

  1. At the top of the paper, add the whole corporate name. List the registered address, phone number, and email address underneath the name.

  2. Title the document as an “Incumbency Certificate” and state that its purpose is to confirm the names and titles of the company’s current executives and authorized signers.

  3. Specify the full official name of the firm or organization, its state of incorporation, and its registered address. 

  4. List the company’s current officers, including their titles and departments. Begin with the chief executive officer or president and include the vice presidents, secretaries, treasurers, and other stakeholders. List their complete names and positions.

  5. Include a section detailing the people who may legally sign documents for the business. Provide each person’s name and title.

  6. State that the people on the list have the authority to perform for the company what they are required to do within the confines of the company’s bylaws and any federal or state laws that may apply. Make it evident that the organization follows all laws and is governed by its bylaws.

  7. Have the certificate signed and dated by the person authorized to issue it, usually the company secretary. Using an official stamp or corporate seal may provide credibility to the document by proving its authenticity.

  8. Include supporting documentation with the incumbency certificate if needed, including:
    - Documentation of relevant resolutions;
    - The company’s articles of incorporation; and
    - Corporate bylaws. 

  9. Verify that all names, titles, and specifics are accurate throughout the document. Check for correctness and compliance with applicable state and federal regulations.

  10. Provide the finalized incumbency certificate to the requesting party or regulatory body. Maintain copies for company records, and make sure the issue is appropriately documented and delivered on time.

You may confidently establish the legitimacy of your company’s authorized people by following these steps to generate a certificate of incumbency that satisfies relevant US laws.

When Should I Use an Incumbency Certificate?

A certificate of incumbency is a document that proves who the current leaders of a company are and allows them to sign official documents for the company. The certificate ensures that the people who represent the company in business and legal matters are genuinely authorized to do so. You can use the certificate in situations like mergers and acquisitions, careful research, meetings with shareholders, and deals related to banking and finance.

A certificate of incumbency for LLCs verifies that a company’s executives and authorized signatories have the necessary power to bind the firm to a contract, partnership, joint venture, or other commercial transaction. Some situations in the United States call for an incumbency certificate, and these are just a few of them.

Common Use Cases

US incumbency certificates verify a company’s officials and authorized signatures. As such, the document has several uses. It promotes trust, lawfulness, and corporate efficiency as follows:

  • An incumbency certificate is necessary for a company to open a bank account, apply for a loan, or do other financial transactions. The document lists the company’s signers and financial managers.
  • Incumbency certificates help to ensure legal compliance. Government licensing and regulatory agencies commonly request this document to verify a corporation’s authorized representatives.
  • Officers and authorized representatives sign contracts using the incumbency certificate.
  • Shareholder meetings and corporate governance depend on the incumbency certificate. It ensures that the right individuals make vital choices and take legal action for the company.
  • During mergers, acquisitions, and due diligence, the incumbency certificate verifies target business control. Thus, buyers and inspectors may verify authority and signatures.
  • The incumbency certificate lists the company’s leaders and authorized signatories in legal issues. It protects the company’s legal rights.
  • The incumbency certificate clarifies US laws, economics, and enterprises. It’s crucial for organizing the workplace and reassuring customers or clients.

When Not To Use the Incumbency Certificate

There are a few instances when an incumbency certificate may not be required: 

  • An incumbency certificate is not needed for a person’s financial, legal, or personal matters.
  • If you are your business’s only owner and manager, you will likely not need an incumbency certificate.
  • If you work as a freelancer or have a small business without a formal corporate structure, you will not need an incumbency certificate.
  • Nonprofits have various methods of verifying someone’s authorization. In the nonprofit sector, you may not always require an incumbency certificate. Other papers or forms designed explicitly for that field might be more suitable.

Legal Disclaimer

Please note that Lawrina does not provide any legal services. The information on Lawrina’s Site and its downloadable content, including legal articles and templates, shall not be considered legal advice and is not guaranteed to be correct, complete, and up-to-date. If you require legal advice on your issue, we recommend you contact a qualified attorney licensed in your state. You personally assume full responsibility for any consequences, damages, and costs associated with your use of any content of Lawrina Services available on Lawrina’s Site. 

By using Lawrina’s Site you agree with mentioned above and give your irrevocable consent to comply with and to be bound by the provisions of Lawrina Service terms. 

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Frequently Asked Questions

Who issues a certificate of incumbency?

In the United States, certificates of incumbency are given out by the company secretary or another business official with the right to distribute the document. The secretary keeps the company’s official records and ensures that everything is legal. He or she can be counted on to check the details of the certificate and confirm that it is accurate. Before giving out the certificate, the company’s current leaders and approved signers must be confirmed. The company secretary’s certificate is valid for legal, financial, and regulatory purposes.

What is the purpose of a certificate of incumbency?

In the United States, a certificate of incumbency is a legal document that names a company’s current owners and signers. It states which company representatives are permitted to sign court documents and carry out other tasks for the business. The certificate demonstrates that authorities influence contracts, laws, firm management, banking, and other commercial and legal matters. The currently authorized agents of the company are listed in a certificate of incumbency, which is an official document.

Do I need witnesses when signing a certificate of incumbency?

In the United States, the number of witnesses needed to sign a certificate of incumbency depends on the state’s rules, the company’s policies, and the reason for the certificate. Most of the time, you won’t need witnesses when you sign a certificate of incumbency. Sometimes, however, people will need witnesses to sign papers for legal or other reasons. A lawyer or another professional familiar with the laws in your area may be able to help.

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